ARTICLE VII
VACANCY IN OFFICE

If an officer’s position becomes vacant because of death or resignation, the board shall, within a reasonable time, make reasonable efforts to appoint a qualified individual to fill the vacant position until the next annual meeting of members.

ARTICLE VIII
CONFLICTS OF INTEREST

Directors and officers shall comply with the Act in respect of disclosing material interests and not voting on matters, in which they have material interests, except as permitted by the Act. If a matter arises at a board meeting, and a director or officer is uncertain as to whether or not they should vote, the director or officer shall immediately seek the guidance of the Chair of the meeting before voting or refraining from voting.

ARTICLE IX
LIMITATION OF LIABILITY

Subject to the Act, no director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee. Subject to the Act, no director or officer shall be liable for any loss occasioned by any error of judgment or oversight on his/her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his/her office or in relation to it, unless the same shall happen through his/her own willful neglect or default.

ARTICLE X
INDEMNITY

Every director and officer, and heirs, executors and administrators and estates and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the Corporation’s funds, from and against:
(a) all costs, charges and expense which such director or officer sustains or incurs in or about any action, suit, or proceeding which is brought, commenced or prosecuted against him/her, or in respect of any act, deed, matter or thing whatsoever, made, done, or permitted by him/her, in or about the execution of the duties of his/her office, or in respect of any such liability; and
(b) all other costs, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful neglect or default.

ARTICLE XI
COMMITTEES AND AGENTS

(a) The board may from time to time create, modify and disband various committees. Subject to section 138 of the Act, the board may delegate various matters to various committees. Each committee must include at least one member of the Corporation. Committees may invite guests to various committee meetings.
(b) The board may retain various agents for various purposes not inconsistent with the Act and this by-law.
(c) A majority of the members of a committee present at a meeting shall constitute a quorum for the transaction of business.

The Chairperson of any committee established by the Board shall be appointed from amongst the members of the Board of the Federation . The President shall be an ex-officio member of all committees.

The powers of a committee may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of committees may be held at such time and place as the committee may from time to time deem necessary or desirable.

A majority of the members of a committee present at a meeting shall constitute a quorum for the transaction of business.